Terms & Conditions

DISTEC LIMITED Huntsman Drive, Northbank Industrial Park, Irlam, Manchester M44 5EG Telephone: 0161-777 8866 Fax: 0161-777 8877 TERMS AND CONDITIONS OF QUOTATION AND SALE

1. GENERAL

'Company' as used herein, means Distec Limited. 'Buyer' as used herein, means the person ordering goods or services from the Company. Any of the terms and provisions of the Buyer's order which are inconsistent with these conditions of which are not expressly contained herein shall not be binding on the Company and shall not be considered applicable to this sale. No waiver, alteration or modification of any of the provisions on the face or reverse hereof shall be binding unless in writing and signed by a Director or the Secretary of the Company.

2. PRICE

2a.Prices herein are for the quantity mentioned and any reduction may affect the price. 2b Quotations are subject to acceptance within 30 days from the date of the quotation. 2c.The Company is under no obligation to keep the price lists issued to the Buyers up to date. 2d.If after the date of Quotation or Contract and before completion of work or delivery of goods there shall be any increase in the cost of work or our normal selling price of the goods, then the corresponding increase in price shall be charged to and paid by the Buyer. 2e.(i) A £1.00p small value order surcharge is applied on any order under £10.00p net value. (ii) For deliveries by parcel post or carrier a charge of £2.50p will apply to orders below a net value of £30.00p, or in the event of Buyer's request for delivery by these means. (iii) For deliveries by special carrier at the request of the Buyer (e.g. Securicor or Red Star etc.) charges for these services will be made at cost in addition to the £2.50p and the £1.00p small order surcharge (where applicable). (iv) All air freight charges incurred at the request of the Buyer will be charged at cost. 2f. Trade benefits in the form of discounts will be subject to agreement of minimum order list value. 2g.All export prices are F.O.B. UK Port and are exclusive of packing unless otherwise stated. 2h.Note: See also section on Transit. 2i. All prices are exclusive of VAT. 2j. The Company reserves the right to implement Manufacturers or Distributor Suppliers authorised price increases on us, in accordance with their terms.

3. SETTLEMENT TERMS

3a.NETT MONTHLY ACCOUNT. Defined as payable on or before the last day of the month following that of the date of the invoice. 3b.The Company issues monthly statements of account. Disputes in payments arising therefrom will not be accepted unless submitted in writing to the Credit Controller of the Company within fourteen days. 3c.The Company reserves the right to suspend deliveries and to revoke any other trading benefits for non-compliance of terms. 3d.The ownership of the goods shall remain with the Company which reserves the right to dispose of the goods until payment in full for all the goods has been received by it in accordance with these terms or until such time as the Buyer sells the goods to its customers by way of bona fide sale at full market value. If such payment is overdue in whole or in part the Company may (without prejudice to any of its other rights) recover or resell the goods or any of them and may enter upon the Buyer's premises by its servants or agents for that purpose. Such payments shall become due immediately upon the commencement of any act or proceeding in which the Buyer's solvency is involved. If any of the goods are incorporated in or used as material for other goods before such payment the property in the whole of such goods shall be and remain with the Company until such payment has been made or the other goods shall have been sold as aforesaid, and all the Seller's rights hereunder in the goods shall extend to those other goods. 3e.Until the Company is paid in full for all the products, the relationship of the Buyer to the Company shall be fiduciary in respect of the products or the goods in which they are incorporated or used and if the same are sold by the Buyer the following provision shall apply (i) that part of the proceeds of re-sale representing the invoiced value of the goods supplied by the Company (or such part of the invoiced price if only some part of the Company's goods are used) shall be held by the Buyer as trustee for the Company and kept separate and identified as the monies of the Company so that the Seller shall have an absolute and indefeasible interest in such monies and the Buyer shall not be free to use that money. (ii) should the Buyer fail to keep the Company's money separate as hereinbefore described the Company shall have the right to trace the proceeds thereof according to the principles in Re Hallet's Estate (1874-80). All ERRep 793. A like right for the Company shall apply where the Buyer uses the products in any way so as to be entitled to payment from a third party. 3f. Notwithstanding the provisions of Clause 3(d) and (e) risk shall pass to the Buyer upon delivery of the goods and the Companies may maintain an action for the price following such delivery notwithstanding that the Company retains ownership of the goods.

4. DELIVERIES

4a.Delivery dates are approximate and the Company will at all times use its best endeavours to comply. The Company, however, shall not be liable for any loss, penalties or damage, direct or indirect, occasioned by delayed delivery and, in no case shall delay be a ground for rejecting goods. 4b.All offers of goods from stock are subject to the goods remaining unsold at the time of receipt of order. 4c.Where the Buyer specifies periodic delivery, the final delivery must be due within twelve months of the order being placed. Periodic deliveries can only be made on orders with a value of five hundred pounds or more.

5. RETURN OF GOODS

5a.No goods may be returned for credit without prior agreement being obtained from the Company. The Company reserves the right to apply a re-stocking charge if goods are returned when agreed with the Company. 5b.CANCELLATION OF ORDERS. Cancellation of orders which have to be made up specially (whether catalogued or otherwise), cannot be accepted. Orders for goods which are not our current standard products are only accepted on the condition that cancellation or return cannot be accepted by the Company.

6. WARRANTIES

6a.In respect of goods not of our manufacture the Manufacturer or Distributor Supplier warranties will apply. These warranties will extend only to repair or replacement at the option of the Manufacturer or Distributor Supplier of warranted goods which are returned carriage prepaid to the Company by the Buyer and which have been determined by the Company or the Manufacturer or the Distributor Supplier to be defective. These warranties do not apply to any goods which have been (a) repaired or altered (b) subjected to misuse, neglect or accident and the Company shall have no liability whatsoever for consequential damages in these circumstances. 6b.If the Buyer is aware that goods are not in conformity with specifications and, not withstanding, accepts them the Company shall have no liability. All other warranties and conditions whether express or implied, statutory or otherwise, as to the quality or fitness of the goods for any purpose are hereby excluded. 6c.A warranty claim shall not be valid unless received by the Company within 30 days following discovery of the fault and shall not in any case be valid unless submitted within 18 months of the invoice date, or 12 months after installation, whichever period is shortest. 6d.The Company cannot be held responsible for errors in drawings or samples after they have been approved by the Buyer.

7. BUYER'S WARRANTIES

The buyer shall hold the Company harmless against loss, damage, or expense resulting from infringement of patents or trademarks arising from compliance by the Company with the Buyer's design, specifications or instructions.

8. TRANSIT

8a.The Company reserves the right to select methods of packaging and shipment. 8b.When necessary to use wooden cases, these will be charged at cost and are non-returnable. 8c.If National Carrier's containers are used the National Carrier's hire fee will be charged to the Buyer. 8d.The Company shall not be responsible for non-delivery of the whole of a consignment or any packaging forming part of a consignment unless the Buyer notifies the Company and the carriers within ten days of the despatch note or invoice date in the case of goods damaged in transit or loss from a package or unpacked consignment, the Company shall not be responsible unless the Buyer notifies the Company and the carriers within three days of receipt of the consignment. In the case of parcel post the Company shall not be responsible for loss of a whole parcel, or in the case of goods damaged in transit, or loss from a parcel, unless the Buyer notifies the Company within three days of the despatch note or invoice date.

9. COST INVESTIGATION OR BREAK CLAUSES

The Company will not accept cost investigation or break clauses except by special written agreement signed by a Director or the Secretary.

10.INTERPRETATION OF CONTRACTS

All contracts for sale of goods or services will be interpreted in accordance with English law and any dispute shall be submitted to arbitration under the laws of England.

11.CONTINGENCIES

The Company shall be relieved of all liability whatsoever, and to the extent to which fulfillment is prevented, frustrated or impeded as a consequence of conforming to any statute, or any rule, regulation, order or requisition made thereunder, or by any cause beyond its control.

12.HIRE AGREEMENT TERMS AND CONDITIONS

12a.OWNERSHIP OF THE GOODS This is a Hire Agreement. The goods will remain our property at all times. You must not sell or dispose of them. 12b.PERIOD OF HIRE You agree to hire the goods until the end of the minimum hire period stated overleaf or until the expiry of Notice under Clause 12i, whichever is the later. 12c.PAYMENT By signing this Agreement you agree to pay the rental set out overleaf by their specified dates to us at the address stated overleaf or to any person or address notified by us in writing. Punctual payment is essential. If you pay by post you do so at your own risk. 12d.VARIATION OF RENTAL We have the right to vary the rental payable after the end of the minimum hire period by giving you one month's notice in writing expiring at or after the end of that period. We may vary the rental at any time to take account of a change in the rate of VAT. 12e.CARE OF THE GOODS You must use the goods in a careful and proper manner and keep them in good working order. However, you must not interfere with the internal working parts of the goods or attempt to clean any tape heads, part the terminal heads on any computers or remove any computer discs or programmes, which only our representative may do. If you wish to move the goods within the address shown overleaf then you must ensure that all requirements to ensure that the goods will be removed safely and without damage have been complied with. 12f.INSURANCE AGAINST LOSS OR DAMAGE You are responsible for all loss or damage to the goods (except fair wear and tear) even if caused by acts or events outside your control. You must therefore insure the goods for their full value against loss or damage however caused and produce to us on demand evidence of that insurance. 12g.MAINTENANCE You must notify us when the goods require maintenance or adjustment. We or our authorised representative will then carry this out. If at any time we decide that it is no longer practicable to keep the goods in working order we may either:- (1) Replace the goods by other goods as similar as possible to those replaced or (2) End this agreement by giving you 7 days notice in writing. If we end this Agreement under Paragraph (b) you must let us collect the goods. You will not be liable for rentals falling due after such termination and will be entitled to recover any rental paid in advance in respect of the period after termination. This clause will not affect your statutory rights. 12h.RIGHT TO END THE AGREEMENT You or we may end this Agreement by giving one month's notice in writing expiring at or after the end of the minimum hire period. You must then return the goods or make them available for collection by us. 12i.OUR FURTHER RIGHT TO END THE AGREEMENT We may end this Agreement and take back the goods after giving you written or oral notice, if at any time:- (1) You fail to pay any amount within 14 days of its due date or commit any other breach of your obligations under this Agreement. (2) You commit any act of bankruptcy or have a receiving interim or bankruptcy order made against you or you petition for your own bankruptcy, or are served with a creditor's demand under the Insolvency Act 1986 or the Bankruptcy (Scotland) Act 1985 or make a formal composition or scheme with your creditors or call a meeting of them, or (being a limited company) shall pass a resolution for winding-up or have a petition for winding-up presented or have a Receiver appointed or suffer an execution of any legal diligence. (3) Execution is levied or attempted against any of your possessions or income or (in Scotland) your possessions poinded or your wage's arrested. (4) The Landlord of the premises where the goods are kept threatens or takes any steps to distrain on the goods or (in Scotland) exercises his right of hypothec over the goods. (5) You have given false information in connection with entry into this Agreement. (6) The goods are destroyed or the insurers treat a claim under the policy for the goods on a total loss basis. 12j.YOUR LIABILITY IF WE END THE AGREEMENT If we end this Agreement you must pay us all rentals up to the date when this Agreement comes to an end. If we end this Agreement under Clause 12 before the expiry of the minimum hire period you must also pay us a sum equal to the rentals for the period remaining to the end of the maximum hire period. 12k.EXPENSES You must repay on demand our expenses and legal costs for taking steps, including Court action, to recover goods or to obtain payment for them. HEALTH AND SAFETY AT WORK ACT DISTEC LTD products, when used in normal or prescribed applications within the parameters set for mechanical and electrical performance in the technical data provided for each product range will not cause any danger or hazard to health or safety if normal engineering practices are observed and they are handled/used in applications by trained/skilled persons in accordance with the relevant legislation, regulations (including I.E.E. wiring regulations) and the accepted rules or art for the industry concerned. In the interests of Health and Safety, products should not be handled whilst 'live'!

Registered Office: Huntsman Drive, Northbank Industrial Park, Irlam, Manchester M44 5EG Registered in England No. 2718521 VAT Reg. No. 603 385360